Bikki Raveendra Babu, Member - (1.) This is a joint petition filed by five companies under Section 230 and 232 of the Companies Act, 2013 seeking sanction of this Tribunal to a Composite Scheme of Arrangement in the nature of Amalgamation of four Transferor Companies viz. Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited and Vidyut Investments Limited with Sun Pharmaceutical Industries Limited, the petitioner Transferee Company ("Scheme" for short).
(2.) The said petitioner companies had filed the proceedings before this Tribunal in form of joint application being C A (CAA) No. 22 of 2017. So far as the Transferor Companies are concerned, the said application sought dispensation of meetings of the Equity Shareholders and Preference Shareholders of all the four Transferor Companies and Unsecured Creditors of three Transferor Companies. The first Transferor Company viz. Sun Pharma Medisales Private Limited sought directions to convene a meeting of the unsecured creditors of the said Transferor Company. It was submitted that all the four Transferor Companies were Wholly Owned Subsidiaries of Sun Pharmaceutical Industries Limited, the Transferee Company. The said Transferee Company and its nominees had submitted written consent letters on affidavit approving the proposed Scheme. It was also submitted that there were no Secured Creditors of any of the Transferor Companies and no unsecured creditors except the first Transferor Company. Hence, Vide the orders dated 18th April 2017 and 28th April 2017, the meetings of the shareholders of all the Transferor Companies were dispensed with and this Tribunal directed Sun Pharma Medisales Private Limited, the first Transferor company to convene and hold a meeting of its Unsecured Creditors to consider and, if thought appropriate, approve with or without modifications, the proposed Scheme of Arrangement.
(3.) So far as the Transferee Company was concerned, it was submitted that it is a listed public limited company and it had obtained the requisite prior approval from the Securities and Exchange Board of India through the concerned Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited. The Transferee Company had placed on record the written consent on affidavit from all its Secured Creditors. Vide the orders dated 18th April 2017 and 28th April 2017, this Tribunal dispensed with the meeting of the Secured Creditors of the Transferee Company and further directed the Transferee company to convene and hold separate meetings of Equity Shareholders and Unsecured Creditors of the Transferee Company to consider and, if thought appropriate, approve with or without modifications, the proposed Scheme of Arrangement.;